Andrew Schleimer
About Andrew Schleimer
Andrew Schleimer (47) is Chief Financial Officer of TKO Group Holdings, Inc., serving since September 2023 after previously serving as UFC CFO (2016–2023) and Deputy CFO of Endeavor Group Holdings (2021–2023). He holds a B.S. from Cornell University and began his career in UBS investment banking focused on media and entertainment . During his tenure, TKO reported 2024 revenue of $2,804.3 million (+67.4% YoY) and Adjusted EBITDA of $1,251.2 million (+54.6% YoY), with TSR of 143.18 for 2024 (measured from the 9/12/23 NYSE listing baseline), and Adjusted EBITDA designated as the key pay-for-performance metric in 2024 compensation constructs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TKO (UFC) | CFO, UFC | 2016–2023 | Led finance for UFC through sponsorship, media rights, and live event expansion . |
| Endeavor Group Holdings | Deputy CFO | 2021–2023 | Corporate finance leadership across Endeavor’s portfolio . |
| Digital Turbine (Nasdaq) | EVP & CFO | 2014–2016 | Finance and monetization enablement for mobile tech/ads platform . |
| Digital Turbine (Mandalay Digital) | Advisor/Advisory Board | 2012–2014 | Advisory support on strategy and finance . |
| Dick Clark Productions | EVP Strategic Development | 2010–2012 | Strategic development in media production . |
| Six Flags Entertainment (NYSE) | EVP Strategic Development & In-Park Services | 2006–2010 | Strategy and park operations economics . |
| UBS Investment Bank | Investment Banking (M&A) | Early career | Media/entertainment M&A focus . |
External Roles
None disclosed in the proxy for Schleimer (no public company directorships or committee roles listed) .
Fixed Compensation
- 2024 annual base salary rate: $2,000,000 .
- Benefits and perquisites: medical/dental/life/401(k) match; incremental cost for personal guest travel on Endeavor aircraft $2,346; 401(k) match $8,625 .
Multi-year compensation (Summary Compensation Table):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $611,538 | $2,000,000 |
| Bonus ($) | $5,000,000 | $4,250,000 |
| Stock Awards ($) | $3,151,215 | $1,497,475 |
| All Other Compensation ($) | $2,509 | $10,971 |
| Total ($) | $8,765,262 | $7,758,446 |
Performance Compensation
Annual bonus design (2024):
- Target bonus: $2,000,000; determined with Adjusted EBITDA as primary consideration .
- Actual payouts: $2,500,000 performance bonus + $1,750,000 discretionary bonus = $4,250,000 total .
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company) | Primary consideration (qualitative weighting not disclosed) | Target bonus $2,000,000 | Determined vs company 2024 Adjusted EBITDA $1,251.2B | $2,500,000 performance bonus | Governing Body used Adjusted EBITDA as primary basis . |
| Discretionary (qualitative) | N/A | N/A | N/A | $1,750,000 | For contributions to 2024 strategic/operating achievements . |
Equity awards:
- 2023 annual equity (granted 2/21/2024): 17,500 RSUs; vesting 1/20/2025, 1/20/2026, 1/20/2027 .
- 2024 annual equity (granted 1/2025): 52,353 RSUs; vesting 1/20/2026, 1/20/2027, 1/20/2028 .
| Grant | Grant Date | Type | Shares | Vesting |
|---|---|---|---|---|
| 2023 Annual Equity | 2/21/2024 | RSUs | 17,500 | 1/20/2025, 1/20/2026, 1/20/2027 |
| 2024 Annual Equity | 1/2025 | RSUs | 52,353 | 1/20/2026, 1/20/2027, 1/20/2028 |
Equity Ownership & Alignment
- Beneficial ownership: 73,677 Class A shares (<1%) .
- Company shares outstanding: 81,739,666 Class A; 116,158,615 Class B (as of 4/17/2025) .
- Ownership as % of Class A outstanding: ~0.09% (73,677/81,739,666; numerator and denominator per filings) .
- Unvested equity at FY2024:
- 24,830 RSUs (grant 11/6/2023) vest 12/31/2025 and 12/31/2026; fair value $3,528,591 at $142.11/share .
- 17,500 RSUs (grant 2/21/2024) vest 1/20/2025, 1/20/2026, 1/20/2027; fair value $2,486,925 at $142.11/share .
- Options: None disclosed in outstanding awards .
- Pledging/Hedging: Company-wide anti-hedging policy prohibits hedging transactions; no pledging disclosed for Schleimer .
- Ownership guidelines: Not disclosed in proxy.
Upcoming vesting schedule (insider supply monitoring):
| Date | Shares Vesting | Source |
|---|---|---|
| 12/31/2025 | 12,415 RSUs (half of 24,830) | |
| 1/20/2026 | 5,833 RSUs (1/3 of 17,500) | |
| 12/31/2026 | 12,415 RSUs (remaining half of 24,830) | |
| 1/20/2027 | 5,833 RSUs (2/3 cumulative of 17,500) | |
| 1/20/2028 | 17,451 RSUs (1/3 of 52,353, granted 2025) |
Note: Actual vest flow will follow blackout windows per the Insider Trading Policy .
Employment Terms
- Agreement effective 11/5/2023; expires 12/1/2026; role: CFO; base salary $2,000,000; annual bonus target $2,000,000; annual equity target $5,000,000; confidentiality/IP assignment; six-month post-termination non-compete with supplemental pay obligation if enforced for resignation w/o good reason or end-of-term (other than Employer Non-Renewal) .
- Clawback: Executive officers subject to Dodd-Frank-compliant clawback for financial restatements .
- Severance and change-of-control economics:
| Scenario | Salary Continuation | Bonus Treatment | Equity Acceleration | Notes |
|---|---|---|---|---|
| Termination without Cause or Resignation for Good Reason | 1.5x base salary over 12 months | Target bonus for year of termination through 18 months (pro-rated) | All time-based RSUs accelerate/vest | Release required . |
| Employer Non-Renewal | 1.0x base salary over 12 months | N/A (no additional bonus beyond formula) | All time-based RSUs accelerate/vest | Release required . |
| Death/Disability | N/A | Pro-rata target bonus for year of termination | Not specified for equity in Schleimer’s case (acceleration disclosed for time-based on other execs; for Schleimer, acceleration tied to termination types above) . | |
| Termination w/o Cause or Good Reason within 2 years of Change in Control | 2x base salary (paid over 12 months) | Target bonus through 24 months (pro-rated) | Time-based RSUs accelerate/vest | Enhanced “double-trigger” economics . |
- 280G cutback: Payments reduced if doing so yields greater net after-tax benefit (no gross-ups) .
Investment Implications
- Pay-for-performance alignment: CFO bonus design used Adjusted EBITDA as the primary determinant, consistent with TKO’s 2024 emphasis on Adjusted EBITDA in pay-versus-performance disclosures, supporting incentive alignment with profitability and cash economics .
- Insider supply watch: Material RSU vesting clusters in late 2025 and late 2026 (12,415 shares each) plus annual tranches in 2026–2028 (5,833/5,833/5,834; then 17,451 per year for 2026–2028 on 2025 grant), potentially increasing selling pressure around open trading windows if liquidity is sought .
- Retention risk: Contract runs through 12/1/2026; severance is moderate (1.5x salary + 18-month bonus coverage) but features time-based RSU acceleration on qualifying exits, which can reduce forfeiture costs and may modestly lower stickiness versus strict double-trigger structures .
- Alignment: Personal ownership is small relative to float (~0.09% of Class A), but anti-hedging policy and time-based equity cadence provide ongoing exposure; no pledging flagged for Schleimer, which is positive for alignment .
- Governance safeguards: Clawback policy, non-compete framework with enforcement conditions, and 280G cutback provisions reflect shareholder-friendly controls; bonus included a discretionary component, signaling board latitude for qualitative achievements tied to strategic initiatives (e.g., Netflix partnership, Endeavor asset acquisition integration), which should be monitored for consistency with future performance outcomes .